STOCK OPTION AGREEMENT
Exhibit 10.129
TO: [Recipient Name] (Employee Number: nnnnn)
DATED: [Date]
Pursuant to the 2009 Long Term Incentive Plan (the “Plan”) of Covisint Corporation (the
“Corporation” or “Company”) and with the approval of the Corporation’s Board of Directors in
accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase [#shares]
shares of Common Stock (the “Shares”) at $[price] per share, upon the terms and conditions
contained in this Stock Option Agreement (the “Agreement”) and in the Plan. The Option is intended
to be a Nonqualified Option. The Plan, as amended from time to time, is made a part of this
Agreement and is available upon request. Capitalized terms used in this Agreement, but not
otherwise defined in this Agreement, shall have the meanings given them in the Plan.
1. Vesting Schedule. Subject to the terms contained in this Agreement and in the Plan,
you may exercise the Option to purchase the shares on and after the closing of the Initial Public
Offering for shares of the Company.
2. Expiration. This Option will expire at the earliest to occur of (a) the close of
business on August 25, 2015 if the Company has not closed the Initial Public Offering, (b) upon
termination of your employment for any reason (including without limitation, due to death,
Disability, for Cause (as defined in Section 5 of this Agreement) or without Cause) prior to
vesting, or (c) to the extent not previously vested, upon a change in control of the Parent. A
“change of control of Parent” means the closing or effectiveness of an acquisition of Parent by a
third party, regardless of the form of the acquisition. If the Company has closed the Initial
Public Offering on or prior to August 25, 2015, this Option will expire (to the extent not
previously exercised) on August 25, 2019 (the “Expiration Date”), unless terminated earlier in
accordance with the Plan or Section 5 of this Agreement.
3. Non-Transferable. The Option may not be transferred by you other than by will or by
the laws of descent and distribution or as otherwise provided in the Plan and, during your
lifetime, the Option is exercisable only by you.
4. Change in Control. Subject to Section 9.2(b) of the Plan, upon a Change in Control
of the Company, the Option shall immediately become fully Vested.
5. Termination of Employment.
(a) If your employment is terminated by your employer without Cause or by you, you shall have
the right for a period of 30 days after such termination, but in no event after the Expiration
Date, to exercise that portion of this Option, if any, that was exercisable by you on the date of
such termination. If you die during the 30-day period following termination, your legal
representative or the person or persons to whom your rights shall pass by will or by the laws of
descent and distribution shall have the right for a period of 120 days following your death, but in
no event after the Expiration Date, to exercise that portion of this Option, if any, that was
exercisable by you on the date of your termination.
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Exhibit 10.129
(b) If your employment is terminated by your employer with Cause, this Option shall terminate
and shall not be exercisable by you after such termination. Termination for “Cause” means
termination for (1) continued failure to make a good faith effort to perform your duties, (2) any
willful act or omission that you knew or should have known would injure the Corporation, its Parent
or any of its Subsidiaries, (3) fraud, (4) dishonesty, (5) commission of a felony, or violation of
any law relating to your employment, (6) failure to devote substantially full time to your
employment duties (except because of illness or Disability), (7) insubordination, (8) an act or
omission that is contrary to the direction of your supervisor, if such direction relates to your
duties to the Corporation, its Parent or any of its Subsidiaries that are reasonably performable,
or (9) violation of the Parent’s Code of Conduct.
(c) If your employment terminates by reason of your death, your legal representative or the
person(s) to whom your rights shall pass by will or by the laws of descent and distribution shall
have the right for a period of 12 months after your death, but in no event after the Expiration
Date, to exercise that portion of this Option, if any, that was exercisable by you at the time of
death.
(d) If your employment terminates by reason of your Disability, you shall have the right for a
period of 12 months after such termination, but in no event after the Expiration Date, to exercise
that portion of this Option, if any, that was exercisable by you on the date of such termination.
For purposes of this Agreement, you shall be deemed to be “Disabled” and to have a “Disability” if
you are permanently and totally disabled as a result of a physical or mental disability (within the
meaning of Section 22(e) of the Internal Revenue Code), as determined by a medical doctor
satisfactory to the Committee.
6. Manner of Exercise. The exercise price for Shares upon exercise of the Option shall
be paid in full in cash or by personal check, bank draft or money order at the time of exercise;
provided, however, that in lieu of such form of payment, subject to the limitations set forth in
Section 2.4 of the Plan, payment may be made by (a) delivery and transfer, in a manner acceptable
to the Corporation’s Secretary in his sole discretion, to the Corporation of outstanding shares of
Common Stock; (b) by delivery to the Corporation’s Secretary or his designee of a properly executed
exercise notice, acceptable to the Corporation, together with irrevocable instructions to the
Optionee’s broker to deliver to the Corporation sufficient cash to pay the exercise price and any
applicable income and employment withholding taxes, in accordance with a written agreement between
the Corporation and the brokerage firm; or (c) any other method permitted in Section 2.4 of the
Plan. Shares of Common Stock surrendered upon exercise shall be valued at the Fair Market Value per
share as determined at the end of the day prior to the date of exercise.
7. Rights as Stockholder. As the holder of the Option you shall not be, nor have any
of the rights or privileges of, a stockholder of the Corporation in respect of any Shares unless a
certificate or certificates representing such Shares shall have been issued by the Corporation to
you or a book entry representing such Shares has been made and such Shares have been deposited with
the appropriate registered book-entry custodian. The Corporation shall not be liable to you for
damages relating to any delay in issuing shares or a stock certificate to you, any loss of a
certificate, or any mistakes or errors in the issuance of shares or a certificate to you.
8. Withholding. Your employer shall have the right to withhold from your compensation
or to require you to remit sufficient funds to satisfy applicable withholding for income and
employment taxes upon the exercise of an Option. Subject to the limitations in Section
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Exhibit 10.129
10.5 of the Plan, you may, in order to fulfill the withholding obligation, make payment to
your employer in any manner permitted under Section 10.5 of the Plan. Your employer shall be
authorized to take such action as may be necessary, in the opinion of its counsel (including,
without limitation, withholding vested Common Stock otherwise deliverable to you and/or withholding
amounts from any compensation or other amounts your employer owes you), to satisfy the obligations
for payment of any such taxes.
9. No Guarantee of Employment. Nothing contained in this Agreement or in the Plan, nor
any action taken by your employer or the Committee under the Plan or this Agreement, shall confer
upon you any right with respect to continuation of your employment or other service by or to the
Corporation or any Parent or Subsidiary of the Corporation, nor interfere in any way with the right
of the Corporation or any Parent or Subsidiary to terminate your employment or other service at any
time, and if you are an employee, your employment is and shall remain employment at will, except as
otherwise specifically provided by law or in a written employment agreement between you and your
employer.
10. Personal Data. By entering into this Agreement, you consent to the disclosure,
transfer and/or processing of any relevant personal data in relation to the administration of the
Plan by the Corporation or any third party authorized by the Corporation to administer the Plan on
its behalf, and in particular such processing as is necessary in relation to your holding and
exercising the Option. The relevant personal data that will be processed includes but is not
limited to name, employee number, hire date, job title and location.
11. Plan Terms Control. In the event of a conflict between the Plan and this
Agreement, the terms of the Plan shall control, it being understood that variations in this
Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan
permits such variations.
12. Notices. Any notices to be given to the Corporation under the terms of this
Agreement shall be addressed to the Corporation in care of its Secretary, and any notices to you
shall be addressed to you at the address stated in the Corporation’s records.
| Very truly yours, COVISINT CORPORATION |
||||
| By: | /s/ Xxxxx Xxxxxxxx, Jr. | |||
| Xxxxx Xxxxxxxx, Jr. | ||||
| Its: Chairman | ||||
The above is agreed to and accepted by:
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